CONSULTING SERVICES AGREEMENT (English Translation)
(English
Translation)
This
Consulting Services Agreement (this “Agreement”)
is
dated August 25, 2006, and is entered into in Xi’an, China between Shiming
(Xi’an) Enterprise Management & Consutling Co., Ltd. a company incorporated
under the laws of the People’s Republic of China, located at Xx. 0,
00xx
Xxxxx,
Xxxxxx 0xx
Xxxx,
Xxxxxxx Security Plaza, Xi’an High Tech and New Technology Development Zone,
Xi’an, Shaanxi Province,, China 710075, (“Party
A”),
and
Shaanxi Shiming Science & Technology Joint Stock Co., Ltd., a joint stock
limited liability company organized under the laws of the PRC (“Party
B”),
with
a registered address at Xx. 0, 00xx
Xxxxx,
Xxxxxx 0xx
Xxxx,
Xxxxxxx Security Plaza, Xi’an High Tech and New Technology Development Zone,
Xi’an, Xxxxxxx Xxxxxxxx, Xxxxx 000000. Party A and Party B are referred to
collectively in this Agreement as the “Parties.”
RECITALS
| (1) |
Party
A is a company incorporated in Xi’an, China under the laws of the People’s
Republic of China, which has the technological expertise in development
and sales of consumer electronics;
|
| (2) |
Party
B is a high tech company incorporated in Xi’an, China, and is engaged in
development and sales of consumer electronics, and through its majority
owned subsidiary, Shenzhen Seathan Technology Co., Ltd. (“Seathan
Technology”), designs and manufactures high-definition televisions and
computer monitors (the “Business”);
|
| (3) |
Party
B shall contribute its intellectual property rights to Party A, including
(to be defined tomorrow);
|
| (4) |
Party
A provides technology consulting services and relevant services to
Party
B, for compensation, and Party B agrees to accept such consulting
services.
|
| (5) |
The
Parties are entering into this Agreement to set forth the terms and
conditions under which Party A shall provide consulting services
to Party
B.
|
2
NOW
THEREFORE,
the
Parties agree as follows:
1.
DEFINITIONS
1.1
In
this Agreement the following terms shall have the following
meanings:
“Affiliate,”
with
respect to any Person, shall mean any other Person that directly or indirectly
controls, or is under common control with, or is controlled by, such Person.
As
used in this definition, “control” shall mean possession, directly or
indirectly, of power to direct or cause the direction of management or policies
(whether ownership of securities or partnership or other ownership interests,
by
contract or otherwise).
“Consulting
Services Fee”
shall
be as defined in Clause 3.1.
“Indebtedness”
shall
mean, as to any Person, without duplication, (i) all indebtedness (including
principal, interest, fees and charges) of such Person for borrowed money
for the
deferred purchase price of property or services, (ii) the face amount of
all
letters of credit issued for the amount of such Person and all drafts drawn
thereunder, (iii) all liabilities secured by any Lien on any property owned
by
such person, whether or not such liabilities have been assumed by such Person,
(iv) the aggregate amount required to be capitalized under leases under which
such Person is the lessee and (v) all contingent obligations (including,
without
limitation, all guarantees to third parties) of such Person.
“Lien”
shall
mean any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), preference, priority or other security
agreement of any kind or nature whatsoever (including. without limitation,
any
conditional sale or other title retention agreement, any financing or similar
statement or notice filed under recording or notice statute, and any lease
having substantially the same effect as any of the foregoing).
3
“Person”
shall
mean any individual, corporation, company, voluntary association, partnership,
joint venture, trust, unincorporated organization, entity or other organization
or any government body.
“PRC”
means
the People’s Republic of China.
“Quarterly
Date”
shall
mean the last day of March, June, September and December in each year, the
first
of which shall be the first such day following the date of this Agreement;
provided that if any such day is not a business day in the PRC, then such
Quarterly Date shall be the next succeeding business day in the
PRC.
“Services”
means
the services to be provided under the Agreement by Party A to Party B, as
more
specifically described in Clause 2; in this Agreement a reference to a Clause,
unless the context otherwise requires, is a reference to a clause of this
Agreement.
1.2
The
headings in this Agreement shall not affect the interpretation of this
Agreement.
2.
RETENTION AND SCOPE OF SERVICES
2.1
Party
B hereby agrees to retain the services of Party A, and Party A accepts such
appointment, to provide to Party B services in relation to the current and
proposed operations of Party B’s business in the PRC upon the terms and
conditions of this Agreement. The services subject to this Agreement shall
include, without limitation:
(a)
General
Business Operation.
Advice
and assistance relating to development of technology and provision of
consultancy services, particularly as related to the “Business”.
(b)
Human
Resources.
(i)
Advice
and assistance in relation to the staffing of Party B, including assistance
in
the recruitment, employment and secondment of management personnel,
administrative personnel and staff of Party B;
(ii)
Training
of management, staff and administrative personnel;
(iii)
Assistance in the development of sound payroll administrative controls in
Party
B; and
(iv)
Advice and assistance in the relocation of management and staff of Party
B;
4
(c)
Research
and Development
(i)
Advice
and assistance in relation to research and development of Party B;
(ii)
Advice
and assistance in strategic planning; and
(d)
Other.
Such
other advice and assistance as may be agreed upon by the Parties.
2.2
Exclusive
Services Provider.
During
the term of this Agreement, Party A shall be the exclusive provider of the
Services. Party B shall not seek or accept similar services from other providers
unless the prior written approval is obtained from Party A.
2.3
Intellectual
Properties Related to the Services.
Party A
shall own all intellectual property rights developed or discovered through
research and development, in the course of providing Services, or derived
from
the provision of the Services. Such intellectual property rights shall include
patents, trademarks, trade names, copyrights, patent application rights,
copyright and trademark application rights, research and technical documents
and
materials, and other related intellectual property rights including the right
to
license or transfer such intellectual properties. If Party B must utilize
any
intellectual property, Party A agrees to grant an appropriate license to
Party B
on terms and conditions to be set forth in a separate agreement.
2.4 Pledge.
Party B
shall permit and cause Party B’s shareholders to pledge the equity interests of
Party B to Party A for securing the Fee that should be paid by Party B pursuant
to this Agreement.
3.
PAYMENT
3.1
General.
(a)
In
consideration of the Services provided by Party A hereunder, Party B shall
pay
to Party A during the term of this Agreement a consulting services fee, equal
to
Party B’s net profits, being the quarterly revenues after deduction of operating
costs, expenses and taxes (the “Consulting Services Fee”). If the net profit is
zero, Party B is not required to pay the Consulting Services Fee; if Party
B
sustains losses, all such losses will be carried over to next quarter and
deducted from next quarter’s Consulting Services Fee. Party B shall pay the
Consulting Services Fee based on the quarterly financial statements provided
under Clause 5.1 below. Such quarterly payment shall be made within 15 days
after receipt by Party A of the financial statements referenced
above.
(b)
Party
B will permit, from time to time during regular business hours as reasonably
requested by Party A, or its agents or representatives (including independent
public accountants, which may be Party B’s independent public accountants), (i)
to conduct periodic audits of books and records of Party B, (ii) to examine
and
make copies of and abstracts from all books, records and documents (including,
without limitation, computer tapes and disks) in the possession or under
the
control of Party B (iii) to visit the offices and properties of Party B for
the
purpose of examining such materials described in clause (ii) above, and (iv)
to
discuss matters relating to the performance by Party B hereunder with any
of the
officers or employees of Party B having knowledge of such matters. Party
A may
exercise the audit rights provided in the preceding
sentence
at any time, provided that Party A provides ten days written notice to Party
B
specifying the scope, purpose and duration of such audit. All such audits
shall
be conducted in such a manner as not to interfere with Party B’s normal
operations.
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3.2
Party
B shall not be entitled to set off any amount it may claim is owed to it
by
Party A against any Consulting Services Fee payable by Party B to Party A
unless
Party B first obtains Party A’s written consent.
3.3
The
Consulting Services Fee shall be paid in RMB by wire transfer to a bank account
or accounts specified by Party A, as may be specified in writing from time
to
time.
3.4
Should Party B fail to pay all or any part of the Consulting
Service’s
Fee
due
to Party A in RMB under this Clause 3 within the time limits stipulated,
Party B
shall pay to Party A interest in RMB on the amount overdue based on the three
(3) month lending rate for RMB announced by the Bank of China on the relevant
due date.
3.5
All
payments to be made by Party B hereunder shall be made free and clear of
and
without deduction for or on account of tax, unless Party B is required to
make
such payment subject to the deduction or withholding of tax.
4.
FURTHER TERMS OF COOPERATION
4.1
All
business revenue of Party B shall be directed in full by Party B into a bank
account(s) nominated by Party A.
5.
UNDERTAKINGS OF PARTY B
Party
B
hereby agrees that, during the term of the Agreement:
5.1
Information
Covenants.
Party B
will furnish to Party A:
5.1.1
Preliminary
Monthly Reports.
Within
five (5) days after the end of each calendar month the preliminary income
statements, balance sheet and results of operations of Party B made up to
and as
at the end of such calendar month, in each case prepared in accordance with
the
PRC generally accepted accounting principles, consistently applied.
5.1.2
Final
Monthly Reports.
Within
ten (10) days after the end of each calendar month, a final report from Party
B
on the financial situation such as income statements, balance sheet and results
of operations of Party B made up to and as at the end of such calendar month
and
for the elapsed portion of the relevant financial year, setting forth in
each
case in comparative form figures for the corresponding period in the preceding
financial year, in each case prepared in accordance with the PRC generally
accepted accounting principles, consistently applied.
5.1.3
Quarterly
Reports.
As soon
as available and in any event within thirty (30) days after each Quarterly
Date
(as defined below), unaudited consolidated balance sheet, consolidated
statements of operations, statements of cash flows and changes in financial
situation of the Party B and its subsidiaries, if any, for such quarterly
period
and for the period from the beginning of the relevant fiscal year to such
Quarterly Date, setting forth in each case actual versus budgeted comparisons
and in comparative form the corresponding consolidated figures for the
corresponding period in the preceding fiscal year, accompanied by a certificate
of the chief financial officer of the Party B, which certificate shall state
that said financial statements fairly present the consolidated financial
condition and results of operations, as the case may be, of the Party B and
its
subsidiaries, if any, in accordance with U.S. general accepted accounting
principles applied on a consistent basis as at the end of, and for, such
period
(subject to normal year-end audit adjustments and the preparation of notes
for
the audited financial statements).
6
5.1.4
Annual
Audited Accounts.
Within
six (6) weeks of the end of the financial year, the annual audited accounts
of
Party B to which they relate (setting forth in each case in comparative form
the
corresponding figures for the preceding financial year), in each case prepared
in accordance with, among others, the U.S. generally accepted accounting
principles, consistently applied.
5.1.5
Budgets.
At
least 90 days before the first day of each financial year of Party B, a budget
in form satisfactory to Party A (including budgeted statements of income
and
sources and uses of cash and balance sheets) prepared by Party B for each
of the
four financial quarters of such financial year accompanied by the statement
of
the chief financial officer of Party B to the effect that, to the best of
his
knowledge, the budget is a reasonable estimate for the period covered
thereby.
5.1.6
Notice
of Litigation.
Promptly, and in any event within one
(1)
business day after an officer of Party B obtains knowledge thereof, notice
of
(i) any litigation or governmental proceeding pending against Party B which
could materially adversely affect the business, operations, property, assets,
condition (financial or otherwise) or prospects of Party B and (ii) any other
event which is likely to materially adversely affect the business, operations,
property, assets, condition (financial or otherwise) or prospects of Party
B.
5.1.7
Other
Information.
From
time to time, such other information or documents (financial or otherwise)
as
Party A may reasonably request.
5.2
Books,
Records and Inspections.
Party B
will keep proper books of record and account in which full, true and correct
entries in conformity with generally accepted accounting principles in the
PRC
and all requirements of law shall be made of all dealings and transactions
in
relation to its business and activities. Party B will permit officers and
designated representatives of Party A to visit and inspect, under guidance
of
officers of Party B, any of the properties of Party B, and to examine the
books
of record and account of Party B and discuss the matters, finances and accounts
of Party B with, and be advised as to the same by, its and their officers,
all
at such reasonable times and intervals and to such reasonable extent as Party
A
may request.
5.3
Corporate
Franchises.
Party B
will do or cause to be done, all things necessary to preserve and keep in
full
force and effect its existence and its material rights, franchises and
licenses.
5.4
Compliance
with Statutes, etc.
Party B
will comply with all applicable statutes, regulations and orders of, and
all
applicable restrictions imposed by, all governmental bodies, in respect of
the
conduct of its business and the ownership of its property, including without
limitation maintenance of valid and proper government approvals and licenses
necessary to provide the services, except that such noncompliances could
not, in
the aggregate, have a material adverse effect on the business, operations,
property, assets, condition (financial or otherwise) or prospects of Party
B.
7
6.
NEGATIVE COVENANTS
Party
B
covenants and agrees that, during the term of this Agreement, without the
prior
written consent of Party A.
6.1
Equity.
Party B
will not issue, purchase or redeem any equity or debt securities of Party
B.
6.2
Liens.
Party B
will not create, incur, assume or suffer to exist any Lien upon or with respect
to any property or assets (real or personal, tangible or intangible) of Party
B
whether now owned or hereafter acquired, provided that the provisions of
this
Clause 6.2 shall not prevent the creation, incurrence, assumption or existence
of:
6.2.1
Liens for taxes not yet due, or Liens for taxes being contested in good faith
and by appropriate proceedings for which adequate reserves have been
established; and
6.2.2
Liens in respect of property or assets of Party B imposed by law, which were
incurred in the ordinary course of business, and (x) which do not in the
aggregate materially detract from the value of such property or assets or
materially impair the use thereof in the operation of the business of Party
B or
(y) which are being contested in good faith by appropriate proceedings, which
proceedings have the effect of preventing the forfeiture or sale of the property
of assets subject to any such Lien.
6.3
Consolidation,
Merger, Sale of Assets, etc.
Party B
will not wind up, liquidate or dissolve its affairs or enter into any
transaction of merger or consolidation, or convey, sell, lease or otherwise
dispose of (or agree to do any of the foregoing at any future time) all or
any
part of its property or assets, or purchase or otherwise acquire (in one
or a
series of related transactions) any part of the property or assets (other
than
purchases or other acquisitions of inventory, materials and equipment in
the
ordinary course of business) of any Person, except that (i) Party B may make
sales of inventory in the ordinary course of business and (ii) Party B may,
in
the ordinary course of business, sell equipment which is uneconomic or
obsolete.
6.4
Dividends.
Party B
will not declare or pay any dividends, or return any capital, to its
shareholders or authorize or make any other distribution, payment or delivery
of
property or cash to its shareholders as such, or redeem, retire, purchase
or
otherwise acquire, directly or indirectly, for a consideration, any shares
of
any class of its capital stock now or hereafter outstanding (or any options
or
warrants issued by Party B with respect to its capital stock), or set aside
any
funds for any of the foregoing purposes.
6.5
Leases.
Party B
will not permit the aggregate payments (including, without limitation, any
property taxes paid as additional rent or lease payments) by Party B under
agreements to rent or lease any real or personal property to exceed US$100,000
in any fiscal year of Party B.
8
6.6
Indebtedness.
Party B
will not contract, create, incur, assume or suffer to exist any indebtedness,
except accrued expenses and current trade accounts payable incurred in the
ordinary course of business, and obligations under trade letters of credit
incurred by Party B in the ordinary course of business, which are to be repaid
in full not more than one (1) year after the date on which such indebtedness
is
originally incurred to finance the purchase of goods by Party B.
6.7
Advances,
Investment and Loans.
Party B
will not lend money or credit or make advances to any Person, or purchase
or
acquire any stock, obligations or securities of, or any other interest in,
or
make any capital contribution to, any other Person, except that Parry A may
acquire and hold receivables owing to it, if created or acquired in the ordinary
course of business and payable or dischargeable in accordance with customary
trade terms.
6.8
Transactions
with Affiliates.
Party B
will not enter into any transaction or series of related transactions, whether
or not in the ordinary course of business, with any Affiliate of Party B,
other
than on terms and conditions substantially as favorable to Party B as would
be
obtainable by Party B at the time in a comparable arm’s-length transaction with
a Person other than an Affiliate and with the prior written consent of Party
A.
6.9
Capital
Expenditures.
Party B
will not make any expenditure for fixed or capital assets (including, without
limitation, expenditures for maintenance and repairs which should be capitalized
in accordance with generally accepted accounting principles in the PRC and
including capitalized lease obligations) during any period set forth below
(taken as one accounting period) which exceeds in the aggregate for Party
B the
amount of commencing
in the fiscal year.
6.10
Modifications
to Debt Arrangements, Agreements or Articles of Association.
Party B
will not (i) make any voluntary or optional payment or prepayment on or
redemption or acquisition for value of (including, without limitation, by
way of
depositing with the trustee with respect thereto money or securities before
due
for the purpose of paying when due) any existing Indebtedness or (ii) amend
or
modify, or permit the amendment or modification of, any provision of any
existing Indebtedness or of any agreement (including, without limitation,
any
purchase agreement, indenture, loan agreement or security agreement) relating
to
any of the foregoing or (iii) amend, modify or change its Articles of
Association or Business License, or any agreement entered into by it, with
respect to its capital stock, or enter into any new agreement with respect
to
its capital stock.
6.11
Line
of Business.
Party B
will not engage (directly or indirectly) in any business other than those
types
of business prescribed within the business scope of Party B’s business license
and its above described Business, except with the prior written consent of
Party
A.
9
7.
TERM
AND TERMINATION
7.1
This
Agreement shall take effect on the date of execution of this Agreement and
shall
remain in full force and effect unless terminated pursuant to Clause
7.2.
7.2
This
Agreement may be terminated:
7.2.1
by
either Party giving written notice to the other Party if the other Party
has
committed a material breach of this Agreement (including but not limited
to the
failure by Party B to pay the Consulting Services Fee) and such breach, if
capable of remedy, has not been so remedied within, in the case of breach
of a
non-financial obligation, 14 days, following receipt of such written
notice;
7.2.2
either Party giving written notice to the other Party if the other Party
becomes
bankruptcy or insolvent or is the subject of proceedings or arrangements
for
liquidation or dissolution or ceases to carry on business or becomes unable
to
pay its debts as they come due;
7.2.3 by
either
Party giving written notice to the other Party if, for any reason, the
operations of Party A are terminated;
7.2.4
by
either Party giving written notice to the other Party if the business license
or
any other license or approval material for the business operations of Party
B is
terminated, cancelled or revoked;
7.2.5
by
either Party giving written notice to the other Party if circumstances arise
which materially and adversely affect the performance or the objectives of
this
Agreement; or
7.2.6
by
election of Party A with or without reason.
7.3
Any
Party electing properly to terminate this Agreement pursuant to Clause 7.2
shall
have no liability to the other Party for indemnity, compensation or damages
arising solely from the exercise of such right. The expiration or termination
of
this Agreement shall not affect the continuing liability of Party B to pay
any
Consulting Services Fees already accrued or due and payable to Party A. Upon
expiration or termination of this Agreement, all amounts then due and unpaid
to
Party A by Party B hereunder, as well as all other amounts accrued but not
yet
payable to Party A by Party B, shall forthwith become due and payable by
Party B
to Party A.
10
8.
PARTY
A’S REMEDY UPON PARTY B’S BREACH. In addition to the remedies provided elsewhere
under this Agreement, Party A shall be entitled to remedies permitted under
PRC
laws, including without limitation compensation for any direct and indirect
losses arising from the breach and legal fees incurred to recover losses
from
such breach.
9.
GOVERNING LAW AND JURISDICTION
9.1
Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the PRC.
9.2
Arbitration.
9.2.1 Any
dispute arising from, out of or in connection with this Agreement shall be
settled through friendly consultations between the Parties. Such consultations
shall begin immediately after one Party has delivered to the other Party
a
written request for such consultation. If within ninety (90) days following
the
date on which such notice is given, the dispute cannot be settled through
consultations, the dispute shall, upon the request of any Shareholder with
notice to the other Party, be submitted to arbitration in China under the
auspices of China International Economic and Trade Arbitration Commission
(the
“CIETAC”).
The
Parties shall jointly appoint a qualified interpreter for the arbitration
proceedings and shall be responsible for sharing in equal portions the expenses
incurred by such appointment.
9.2.2
Number
and Selection of Arbitrators.
There
shall be three (3) arbitrators. Party B shall select one (1) arbitrator and
Party A shall select one (1) arbitrator, and both arbitrator shall be selected
within thirty (30) days after giving or receiving the demand for arbitration.
Such arbitrators shall be freely selected, and the Parties shall not be limited
in their selection to any prescribed list. The chairman of the CIETAC shall
select the third arbitrator. If a Party does not appoint an arbitrator who
has
consented to participate within thirty (30) days after the selection of the
first arbitrator, the relevant appointment shall be made by the chairman
of the
CIETAC.
9.2.3 Language.
Unless
otherwise provided by the arbitration rules of CIETAC, the arbitration
proceeding shall be conducted in English. The arbitration tribunal shall
apply
the arbitration rules of the CIETAC in effect on the date of the signing
of this
Agreement. However, if such rules are in conflict with the provisions of
this
Clause, including the provisions concerning the appointment of arbitrators,
the
provisions of this Clause shall prevail.
9.2.4 Cooperation;
Disclosure.
Each
Party shall cooperate with the other Party in making full disclosure of and
providing complete access to all information and documents requested by the
other Party in connection with such proceedings, subject only to any
confidentiality obligations binding on such Parties.
9.2.5 Jurisdiction
of the Arbitration Award Enforcement.
The
arbitration award shall be final and binding upon Parties. It may be entered
into by any court having jurisdiction, or application may be made to such
court
for a judicial recognition of the award or any order of enforcement
thereof.
11
10
Continuing
Obligations.
During
the period when a dispute is being resolved, the Parties shall in all other
respects continue their implementation of this Agreement.
11.
ASSIGNMENT. No part of this Agreement shall be assigned or transferred by
either
Party without the prior written consent of the other Party. Any such assignment
or transfer shall be void. Party A, however, may assign its rights and
obligations hereunder to an Affiliate.
12.
NOTICES. Notices or other communications required to be given by any party
pursuant to this Agreement shall be written in English and Chinese and delivered
personally or sent by registered mail or postage prepaid mail or by a recognized
courier service or by facsimile transmission to the address of relevant each
party or both parties set forth below or other address of the party or of
the
other addressees specified by such party from time to time. The date when
the
notice is deemed to be duly served shall be determined as the follows: (a)
a
notice delivered personally is deemed duly served upon the delivery; (b)
a
notice sent by mail is deemed duly served the tenth (10th)
day after the date when the air registered mail with postage prepaid has
been
sent out (as is shown on the postmark), or the fourth (4th)
day after the delivery date to the internationally recognized courier service
agency; and (c) a notice sent by facsimile transmission is deemed duly served
upon the receipt time as is shown on the transmission confirmation of relevant
documents.
|
Party
A:
|
|
Shiming
(Xi’an) Enterprise Management & Consulting Co.,
Ltd.
|
||
|
Address:
|
|
Xx.
0, 00xx
Xxxxx, Xxxxxx 0xx
Xxxx, Xxxxxx Security Plaza, Xi’an High Tech and New Technology
Development Zone, Xi’an, Shaanxi Province, China 710075
|
||
|
Party
B:
|
|
Shaanxi
Shiming Science & Technology Joint Stock Co., Ltd
|
||
|
Address:
|
|
Xx.
0, 00xx
Xxxxx, Xxxxxx 0xx
Xxxx, Xxxxxx Security Plaza, Xi’an High Tech and New Technology
Development Zone,
|
||
|
Xi’an,
Shaanxi Province, China, 710075
|
||||
13.
GENERAL
13.1
The
failure to exercise or delay in exercising a right or remedy under this
Agreement shall not constitute a waiver of the right or remedy or waiver
of any
other rights or remedies and no single or partial exercise of any right or
remedy under this Agreement shall prevent any further exercise of the right
or
remedy or the exercise of any other right or remedy.
13.2
Should any clause or any part of any Clause contained in this Agreement be
declared invalid or unenforceable for any reason whatsoever, all other clauses
or parts of clauses contained in this Agreement shall remain in full force
and
effect.
13.3
This
Agreement constitutes the entire agreement between the Parties relating to
the
subject matter of this Agreement and supersedes all previous
agreements.
13.4
No
amendment or variation of this Agreement shall be valid unless it is in writing
and signed by or on behalf of each of the Parties.
13.5
This
Agreement shall be executed in two originals in Chinese.
[SIGNATURE
PAGE FOLLOWS]
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SIGNATURE
PAGE
IN
WITNESS WHEREOF
both
parties hereto have caused this Agreement to be duly executed by their legal
representatives and duly authorized representatives on their behalf as of
the
date first set forth above.
| PARTY A: | Shiming (Xi’an) Enterprise Management & Consulting Co., Ltd. | |
| /s/ Xxxxxxx Xxxx | ||
| Chairman | ||
| PARTY B: | ||
| Shaanxi Shiming Science & Technology Joint Stock Co., Ltd. | ||
| /s/ Xxxxxxx Xxxx | ||
| President |
13
